Depression has been recognized as a strong predictor of HIV care non-adherence, and consequently of increased morbidity and mortality. HIV-infected women are disproportionally affected by co-morbid depression in comparison to HIV-infected men. However, interventions addressing the psychosocial needs of HIV-infected women, particularly in the rural Deep South of the United States where HIV prevalence remains high, are limited. To address this fundamental gap in HIV care of HIV-infected women, the long-term goal is to develop an effective intervention that significantly improves clinical outcomes in HIV-infected women by decreasing depression morbidity and simultaneously increasing both adherence to antiretroviral therapy (ART) and retention in care. The objective of this application is to culturally adapt an established and effective cognitive- behavioral therapy for depression and antiretroviral therapy adherence (CBT-AD) and test its feasibility and acceptability to HIV care adherence among HIV-infected minority women living in the rural South of the US. Teleconferencing/telemedicine technology will be used to overcome structural barriers to health care access (e.g. transportation, access to mental health service providers) persistent in rural areas. To accomplish this objective, the specific aims of this proposal are: 1) To conduct formative research (i.e. focus groups, individual key informant interviews) among HIV-infected women and HIV care providers to inform the cultural adaptation of the CBT-AD intervention for HIV-infected women in rural areas of Alabama; 2) To systematically adapt the CBT-AD intervention to HIV-infected depressed women residing in rural Alabama and telemedicine technology, using an iterative open-label - non-randomized process; and 3) To assess the feasibility, acceptability and preliminary efficacy of the adapted CBT-AD in reducing depression and improving ART adherence and retention in care among HIV-infected depressed women via a pilot randomized controlled trial (RCT). Participants will be recruited from three HIV care organizations serving 47 counties across Alabama, including 668 HIV-infected women in 2010. All sites are connected through telemedicine equipment facilitating the delivery of mental health service into rural areas in this proposal. The contribution of the proposed research is significant since it is the first step in a continuum of research that is expected to lead to the development o therapies that meet the gender-specific, psychological and medical needs of HIV-infected women to improve adherence to ART and retention in care. The research proposed in this application is innovative because of: 1) Its focus on an understudied vulnerable population, namely HIV-infected women residing in the Deep South who have been shown to be economically disadvantaged and burdened by high rates of depression; 2) Its plan to culturally adapt an intervention that aims at decreasing depression morbidity and simultaneously increases retention and adherence to HIV care and 3) Its use of telemedicine technology, which will allow for barriers of access to care and mental health services to be addressed.